Inclusion body myopathies (IBM) are disabling skeletal muscle disorders and considered a prototypical age related muscle disease. There is no effective treatment. IBM muscle has characteristic rimmed vacuoles and eosinophilic inclusions. These structures contain ubiquitinated and undegraded insoluble proteins that include ss-amyloid and phosphorylated tau; proteins that accumulate in Alzheimer's Disease brains. This overlapping pathology suggests a common pathogenic mechanism between IBM and neurodegenerative disorders. This link is strengthened further by the identification of mutations in the protein p97/VCP that cause the autosomal dominant syndrome, IBMPFD, IBM associated with paget's disease of the bone and frontotemporal dementia (FTD). p97/VCP is essential for the degradation of cytosolic derived proteasome substrates as well as for endoplasmic reticulum associated degradation of misfolded secreted or transmembrane proteins. It performs this role by selectively binding with ubiquitinated substrates via co-factors and transferring them to the 26S proteasome machinery. Currently it is unclear how mutations in p97/VCP cause disease. IBMPFD brain and muscle contains ubiquitinated protein inclusions. Our studies demonstrate that IBMPFD mutant p97/VCP leads to an increase in ubiquitinated proteins in cells. Skeletal muscle expression of IBMPFD mutant p97/VCP in mice causes an increase in ubiquitinated proteins as early as 30 days of life before weakness and myopathic changes which occur after 6 months of age. We propose to (1) study the biochemical properties of IBMPFD mutant p97/VCP with regard to structure, enzymatic activity and substrate binding. We will also (2) evaluate the effect of IBMPFD mutant p97/VCP on the ubiquitin-proteasome system (UPS) in cell culture and transgenic animals. These studies will use in vivo bioluminescent imaging of UPS function in skeletal muscle from living animals. Finally (3) we will compare the results obtained above with two complementary loss of p97/VCP function models. Although a rare disorder, the study of IBMPFD is essential to understand the role of the UPS in normal aging and aging related disorders such as sIBM and FTD.